General Terms and Conditions of Purchase of NeoPrediX
1.1. These General Terms and Conditions of Purchase ("GTC") shall govern the purchase of goods ("Goods") or work performed or services ("Services") by NeoPrediX* from a supplier ("Supplier") and shall form an integral component of any enquiry, offer, order, contract and agreement relating to such purchase.
1.2. Deviating terms and conditions - unless agreed to in writing - do not apply. NeoPrediX and the Supplier may agree to terms and conditions deviating from these GTC, such terms shall then have priority over these GTC. These GTC apply even if NeoPrediX accepts Goods with knowledge but without actual acceptance of deviating terms and conditions of the Supplier.
2.1. The Supplier shall be bound by its offer for a period of three months from receipt of the offer by NeoPrediX. The Supplier's offer shall be valid for any company affiliated with NeoPrediX within the meaning of §§ 15 et seq. of the German Stock Corporation Act (AktG).
2.2. Any offer by the Supplier must be accepted by NeoPrediX in writing. The Supplier shall confirm acceptance within two working days in writing. Should the Supplier not confirm acceptance within two weeks, NeoPrediX may cancel its acceptance.
3.1. NeoPrediX may from time to time and without notice modify specifications (e.g. drawings, packaging), dates and delivery destinations. The Supplier shall implement such modifications within a reasonable period.
3.2. Modifications to the Supplier's Goods or Services by the Supplier that may affect the form, fit, function or certification must be notified to NeoPrediX no less than four months prior to the desired commencement date. Modifications shall not be implemented without NeoPrediX's written consent.
4.1. Goods shall be delivered DDP (INCOTERMS 2020) with NeoPrediX's registered office being the delivery destination, unless NeoPrediX specified a different delivery destination. Agreed prices shall be fixed prices and shall cover all costs to be borne by the Supplier according to DDP.
4.2. The compensation for Services shall cover any and all costs arising in conjunction with the relevant Service (e.g. travel costs, expenses).
5. Delivery and default
5.1. Goods shall be appropriately packaged by the Supplier at its expense taking into account the nature of the Goods and the mode of transportation.
5.2. The Supplier may not render partial delivery or performance without NeoPrediX's prior written consent.
5.3. Any indicated service and delivery dates shall be binding. If no date is specified, the Goods or Services shall be delivered within ten working days following receipt of the order by the Supplier.
5.4. The delivery date shall be the date on which NeoPrediX receives the Goods.
5.5. Any retention of title (Eigentumsvorbehalt) on the part of the Supplier over and above an ordinary retention of title shall be invalid.
6.1. Payments are rendered within 20 days subject to deduction of a 3 % discount or within 30 days net, after the due date of payment and receipt of both the invoice and the Goods or Services.
6.2. Payment shall be due and payable only pursuant to a due and proper invoice, which, in particular, meets the requirement of § 14 (4) of the German Value Added Tax Act (UstG) (Article 226 of Directive 2006/112/EC).
6.3. The payment date shall be the date of the payment order by NeoPrediX.
6.4. Payments by NeoPrediX shall not constitute a confirmation that the Goods or Services conform to the specifications or are free and clear of defects.
7. Liability for defects (warranty)
7.1. The warranty period for Goods shall be 36 months after delivery or acceptance (if applicable) of the Goods or complete performance of the Services.
7.2. Goods are considered defective in particular if delivered Goods deviate from specifications, drawings or samples that NeoPrediX has provided to the Supplier.
7.3. If Goods are defective, the Supplier shall, at NeoPrediX's choice, rectify the defect or effect substitute delivery. If the rectification or substitute delivery fails, NeoPrediX may fully or partially rescind the order. Other damages claims by NeoPrediX shall remain unaffected thereby.
7.4. Defective Goods shall be sent back to the Supplier at the Supplier's expense.
8.1. The Supplier shall be liable for damages caused by defective Goods or a violation of contractual obligations by the Supplier, unless such damage was caused without Supplier’s negligence or intent. This shall include reasonable costs for legal representation. The Supplier shall be responsible for negligence or intent by Supplier’s sub-suppliers.
8.2. If products by NeoPrediX are recalled to avert risks to life because Goods delivered by the Supplier are defect, then the Supplier is liable for expenditures according to §§ 683, 670 BGB (German Civil Code). NeoPrediX shall inform the Supplier without undue delay of potential recall actions and shall take the Supplier's interests into account.
9. Intellectual property rights
9.1. For Goods or Services manufactured or provided custom-made for NeoPrediX, the Supplier shall transfer to NeoPrediX any and all transferable intellectual property rights, in particular, rights in inventions and works subject to copyright protection. The Supplier shall, upon first request, provide NeoPrediX free of charge with associated documents, models and drawings. The Supplier shall grant NeoPrediX free of charge an unlimited, transferable licence in any non-transferable rights. To the extent permitted by law, NeoPrediX may process underlying Goods and Services.
9.2. The Supplier warrants that its Goods/Services shall not infringe any third party industrial property rights. If third party industrial property rights are infringed, the Supplier shall remedy the infringement of industrial property rights by modifying the Goods/Service, acquiring relevant licences or in another manner. Otherwise, NeoPrediX may rescind the order. Other rights on the part of NeoPrediX shall remain unaffected.
9.3. The Supplier may not use trademarks and company designations of NeoPrediX without prior written consent.
11. The Supplier may not inform third parties of the contractual relationship with NeoPrediX unless it is obliged to do so by public authorities or operation of law.
12. Forum and applicable law
12.1. The contractual relationship between NeoPrediX and the Supplier shall be governed by German law. The United Nations Convention on Contracts for the International Sale of Goods shall be excluded.
12.2. Forum is Regensburg, Germany. At its choice, NeoPrediX may also bring actions at the Supplier's registered office.
* In these GTC “NeoPrediX” means NeoPrediX AG with its place of business in Regensburg (Germany) and NeoPrediX AG with its place of business in Basel (Switzerland). Valid as of January 2021